Polypipe Group plc (LON:PLP), a leading provider of sustainable water and climate management solutions for the built environment, today announced its intention to carry out a non-pre-emptive placing of new ordinary shares of £0.001 each in the capital of the Company to raise total gross proceeds of approximately £120 million.
The Chairman, Chief Executive, Chief Financial Officer and certain non-executive directors, intend to participate in the Placing.
The Placing is being conducted through an accelerated bookbuilding process which will be launched immediately following the release of this announcement. Deutsche Bank AG, London Branch and Numis Securities Limited are acting as joint bookrunners.
In addition to announcing the Placing, the Company has today separately issued an update on its response to the COVID-19 pandemic. This Announcement should be read in conjunction with the COVID-19 Update.
Reasons for the Placing
The net proceeds of the placing will be used to strengthen Polypipe’s balance sheet, reduce overall debt and lower leverage, and ensure that the Group does not breach covenants in a prudent scenario or require further waivers that may or may not be forthcoming. The net proceeds of the Placing will enhance the operating strength of the Group and enable continued organic investment in exciting new products and systems.
More details on the Reasons for the Placing can be found in the COVID-19 Update.
The Company has consulted with a significant number of its major institutional shareholders regarding the rationale for the proposed Placing and its non pre-emptive nature. The Polypipe directors believe that the Placing is in the best interests of shareholders and wider stakeholders and will promote the success of the Company, and this belief has been strengthened as a result of these discussions. The Placing structure minimises costs and time to completion and use of management time at an important and unprecedented time for Polypipe.
Details of the Placing
The Joint Bookrunners will commence the Bookbuilding Process immediately following the release of this Announcement in respect of the Placing. The price at which the Placing Shares are to be placed will be determined at the close of the Bookbuilding Process.
The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the absolute discretion of the Joint Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.
The Placing Shares when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications will be made to Financial Conduct Authority for admission of the shares to the premium listing segment of the Official List, and to the London Stock Exchange for admission to trading on the Main Market for listed securities.
Settlement for the Placing Shares and Admission are expected to take place on or before 8.00 a.m. on 13 May 2020. The Placing is conditional upon, among other things, Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms.